On November 7, 2011, 100,000 restricted shares of the Company's common stock were awarded to the reporting person pursuant to the Company's 1998 Stock Incentive Plan. The restricted shares vest according to the following schedule: (1) one half of the award (50,000 shares) will vest on September 27, 2012 and (2) one half of the award (50,000 shares) will vest on September 27, 2013..

(2)

The fair market value of a share of the Company's common stock on the grant date, November 7, 2011, was $1.08 per share, calculated in accordance with the terms of the Company's 1998 Stock Incentive Plan.

(3)

Amount reported does not include beneficial ownership of the shares subject to stock options held by the reporting person which are reported in Table II.

(4)

On November 7, 2011, the reporting person was awarded 250,000 non-qualified stock options pursuant to the Company's 1998 Stock Incentive Plan. The stock options have an exercise price of $1.08 per share and will expire on November 7, 2021.

(5)

The awarded stock options vest as follows: (1) one half of the award (125,000 shares) will vest on September 27, 2012 and (2) one half of the award (125,000 shares) will vest on November 27, 2011.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.